FORWARD-LOOKING STATEMENTS



This section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" ("MD&A") is intended to provide a reader of
our financial statements with a narrative from the perspective of management on
our financial condition, results of operations, liquidity, and certain other
factors that may affect our future results. The MD&A provides a narrative
analysis explaining the reasons for material changes in the Company's (i)
financial condition during the period from the most recent fiscal year-end,
March 31, 2022, to and including December 31, 2022 and (ii) results of
operations during the current fiscal period(s) as compared to the corresponding
period(s) of the preceding fiscal year.

This Quarterly Report on Form 10-Q, including the MD&A, contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements reflect our current views with
respect to future events and financial performance. The words "believe,"
"expect," "anticipate," "intend," "estimate," "forecast," "project," "should,"
"will," "continue" and similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Any and all forecasts and projections in this
document are "forward looking statements" and are based on management's current
expectations or beliefs. From time to time, we may also provide oral and written
forward-looking statements in other materials we release to the public, such as
press releases, presentations to securities analysts or investors, or other
communications by us. Any or all of our forward-looking statements in this
report and in any public statements we make could be materially different from
actual results. Accordingly, we wish to caution investors that any
forward-looking statements made by or on behalf of us are subject to
uncertainties and other factors that could cause actual results to differ
materially from such statements.

We also wish to caution investors that other factors might in the future prove
to be important in affecting our results of operations. New factors emerge from
time to time; it is not possible for management to predict all of such factors,
nor can it assess the impact of each such factor on the business or the extent
to which any factor, or a combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements.

We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



Our MD&A should be read in conjunction with the Consolidated Financial
Statements and related Notes included in Item 1 of Part 1 of this Quarterly
Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended
March 31, 2022 (including the information presented therein under Risk Factors),
as well other publicly available information.

Overview

Air T, Inc. (the "Company," "Air T," "we" or "us") is a holding company with a
portfolio of operating businesses and financial assets. Our goal is to prudently
and strategically diversify Air T's earnings power and compound the growth in
its free cash flow per share over time.

We currently operate in four industry segments:

•Overnight air cargo, which operates in the air express delivery services industry;



•Ground equipment sales, which manufactures and provides mobile deicers and
other specialized equipment products to passenger and cargo airlines, airports,
the military and industrial customers;

•Commercial aircraft, engines and parts, which manages and leases aviation
assets; supplies surplus and aftermarket commercial jet engine components;
provides commercial aircraft disassembly/part-out services; commercial aircraft
parts sales; procurement services and overhaul and repair services to airlines
and,

•Corporate and other, which acts as the capital allocator and resource for other
consolidated businesses. Further, Corporate and other also comprises
insignificant businesses and business interests that do not pertain to other
reportable segments.

Each business segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our business segments based on operating income and Adjusted EBITDA.

Results of Operations

Impacts from Geopolitical, Macroeconomic, and COVID-19 Challenges



We continue to be exposed to macroeconomic pressures as a result of the
lingering impacts of the COVID-19 pandemic, supply chain challenges, foreign
currency fluctuations, spikes in commodity prices and geopolitical challenges,
including the war in Eastern
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Europe. We continue to navigate through these challenges with a sharp focus on and goal of safeguarding our employees, helping our customers and managing impacts on our supply chain.



COVID-19 and its impact on the current financial, economic and capital markets
environment, and future developments in these and other areas present
uncertainty and risk with respect to our financial condition and results of
operations. Each of our businesses implemented measures to attempt to limit the
impact of COVID-19 but we still experienced disruptions, and we experienced and
continue to experience to a lesser degree a reduction in demand for commercial
aircraft, jet engines and parts compared to historical periods. Our businesses
may continue to generate reduced operating cash flow and may continue to operate
at a loss from time to time during fiscal 2023. We expect that the impact of
COVID-19 will continue to some extent. The fluidity of this situation precludes
any prediction as to the ultimate adverse impact of COVID-19 on economic and
market conditions, and, as a result, present material uncertainty and risk with
respect to us and our results of operations. The Company believes the estimates
and assumptions underlying the Company's condensed consolidated financial
statements are reasonable and supportable based on the information available as
of December 31, 2022; however, uncertainty over the ultimate direct and indirect
impact COVID-19 will have on the global economy generally, and the Company's
businesses in particular, makes any estimates and assumptions as of December 31,
2022 inherently less certain than they would be absent the current and potential
impacts of COVID-19.

The war in Eastern Europe and related sanctions imposed on Russia and related
actors and other macroeconomic factors have resulted in interest rate
acceleration and inflation, including, but not limited to, a significant
increase in the price of commodities. These factors may negatively impact our
businesses at least in the short-term. The ultimate impact on our overall
financial condition and operating results will depend on the currently
unknowable duration and severity of these activities. We continue to evaluate
the long-term impact that these may have on our business model, however there
can be no assurance that the measures we have taken or will take will completely
offset the negative impact.

Third Quarter Fiscal 2023 Compared to Third Quarter Fiscal 2022

Consolidated revenue for the three-month period ended December 31, 2022 increased by $16.0 million (35.1%) compared to the same quarter in the prior fiscal year.



Following is a table detailing revenue by segment, net of intercompany during
the three months ended December 31, 2022 compared to the same quarter in the
prior fiscal year (in thousands):

                                               Three Months Ended
                                                  December 31,                  Change
                                               2022           2021
      Overnight Air Cargo                  $   21,831      $ 18,248      $  3,583     19.6  %
      Ground Equipment Sales                   16,147        15,232           915      6.0  %
      Commercial Jet Engines and Parts         21,736        11,392        10,344     90.8  %
      Corporate and Other                       1,682           561         1,121    199.8  %
                                           $   61,396      $ 45,433      $ 15,963     35.1  %


Revenues from the air cargo segment for the three-month period ended
December 31, 2022 increased by $3.6 million (19.6%) compared to the third
quarter of the prior fiscal year. The increase was principally attributable to
higher administrative fees, maintenance labor and pass-through revenues from
FedEx.

The ground equipment sales segment contributed approximately $16.1 million and
$15.2 million to the Company's revenues for the three-month periods ended
December 31, 2022 and 2021 respectively, representing a $0.9 million (6.0%)
increase in the current quarter. The increase was primarily driven by the
increase in part sales this quarter compared to prior year's comparable quarter
as commercial and military customers require parts to perform maintenance on
their trucks. At December 31, 2022, the ground equipment sales segment's order
backlog was $12.5 million compared to $3.7 million at December 31, 2021.

The commercial jet engines and parts segment contributed $21.7 million of
revenues in the quarter ended December 31, 2022 compared to $11.4 million in the
comparable prior year quarter, which is an increase of $10.3 million (90.8%).
The increase was primarily driven by higher component part sales across all
companies within the segment in the current quarter compared to prior year
comparable quarter.

Revenues from the corporate and other segment for the three-month period ended
December 31, 2022 increased by $1.1 million (199.8%) compared to the third
quarter of the prior fiscal year. The increase was primarily attributable to the
acquisitions mentioned in   Note 2   of the Notes to Condensed Consolidated
Financial Statements of this report.

Following is a table detailing operating income (loss) by segment during the
three months ended December 31, 2022 compared to the same quarter in the prior
fiscal year (in thousands):
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                                                    Three Months Ended
                                                       December 31,               Change
                                                    2022              2021
        Overnight Air Cargo                  $     1,009            $   475      $  534
        Ground Equipment Sales                     1,093              1,463        (370)
        Commercial Jet Engines and Parts             733                336         397
        Corporate and Other                       (2,700)           

(2,249)       (451)
                                             $       135            $    25      $  110


Consolidated operating income for the quarter ended December 31, 2022 was $0.1
million, compared to an operating income of $25.0 thousand in the comparable
quarter of the prior year.

The air cargo segment's operating income for the three-month period ended December 31, 2022 was $1.0 million compared to operating income of $0.5 million in the same quarter in the prior fiscal year primarily due to the revenue increase noted above.

The ground equipment sales segment's operating income for the quarter ended December 31, 2022 decreased by $0.4 million from the prior year comparable quarter to $1.1 million. This decrease was primarily attributable to the increased costs for material, labor, and overhead required to get truck units scheduled and built.



The commercial jet engines and parts segment generated operating income of $0.7
million in the current-year quarter compared to operating income of $0.3 million
in the prior-year quarter. The increase was primarily attributable to the
increase in revenue mentioned above offset by an increase of $0.4 million in
inventory write-down in the current quarter compared to the prior-year
comparable quarter.

The corporate and other segment's operating loss for the three-month period
ended December 31, 2022 was $2.7 million compared to an operating loss of $2.2
million in the same quarter in the prior fiscal year. The increase was primarily
attributable to the timing of bonus payments made compared to last year.

Following is a table detailing non-operating income (expense) during the three
months ended December 31, 2022 compared to the same quarter in the prior fiscal
year (in thousands):

                                                            Three Months Ended
                                                               December 31,            Change
                                                            2022           2021
  Interest expense                                      $   (2,204)     $ (1,236)     $  (968)
  Income from equity method investments                      2,118          

99 2,019



  Other-than-temporary impairment loss on investments            -          (348)         348
  Other                                                        (97)          (11)         (86)
                                                        $     (183)     $ (1,496)     $ 1,313


The Company had a net non-operating loss of $0.2 million during the quarter
ended December 31, 2022, compared to net non-operating loss of $1.5 million in
the prior-year quarter. In the current-year quarter, the Company had higher
interest expense due to having more outstanding TruPs shares and more
indebtedness at Contrail compared to the prior-year quarter offset by an
increase in income from equity method investments, primarily driven by the
$1.8 million share of net income recognized from Insignia. See   Note 9   of the
Notes to Condensed Consolidated Financial Statements of this report. In
addition, in the prior-year quarter, an impairment loss of $0.3 million was
recorded for CCI that did not recur in the current-year quarter.
During the three-month period ended December 31, 2022, the Company recorded
global income tax benefit of $0.2 million at an effective tax rate ("ETR") of
325.0%. The Company records income taxes using an estimated annual effective tax
rate for interim reporting. The primary factors contributing to the difference
between the federal statutory rate of 21.0% and the Company's effective tax rate
for the three-month period ended December 31, 2022 were the change in valuation
allowance related to Delphax and other capital losses, the estimated benefit for
the exclusion of income for SAIC under Section 831(b), the foreign rate
differentials between the federal and foreign tax rates for Air T's ownership of
foreign operations in Puerto Rico, the Netherlands, and Singapore, and the
exclusion from the tax provision of the minority owned portion of the pretax
income of Contrail.

During the three-month period ended December 31, 2021, the Company recorded $0.3
million in income tax benefit at an effective tax rate ("ETR") of 19.2%. The
primary factors contributing to the difference between the federal statutory
rate of 21.0% and the Company's effective tax rate for the three-month period
ended December 31, 2021 were the change in valuation allowance related to
                                       29
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Delphax, the estimated benefit for the exclusion of income for SAIC under Section 831(b), and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail.

First Nine Months of Fiscal 2023 Compared to First Nine Months of Fiscal 2022

Following is a table detailing revenue by segment (in thousands):



                                               Nine Months Ended
                                                  December 31,                  Change
                                              2022           2021
      Overnight Air Cargo                  $  64,464      $  55,946      $  8,518     15.2  %

      Ground Equipment Sales                  39,981         32,603        

7,378 22.6 %


      Commercial Jet Engines and Parts        63,577         35,902        27,675     77.1  %
      Corporate and Other                      4,924          1,189         3,735    314.1  %
                                           $ 172,946      $ 125,640      $ 47,306     37.7  %


Revenues from the air cargo segment for the nine months ended December 31, 2022
increased by $8.5 million (15.2%) compared to the nine months ended December 31,
2021. The increase was principally attributable to increased administrative fees
as well as higher pass-through revenue from FedEx as a result of increased
business activity.

The ground equipment sales segment contributed approximately $40.0 million and
$32.6 million to the Company's revenues for the nine-month periods ended
December 31, 2022 and 2021 respectively, representing a $7.4 million (22.6%)
increase in the current nine-month period. The increase was primarily driven by
increased pricing of truck units sold and higher parts and service revenue.

The commercial jet engines and parts segment contributed $63.6 million of
revenues in the nine months ended December 31, 2022 compared to $35.9 million in
the comparable prior year nine months. The increase was primarily driven by
higher component part sales across all companies within the segment and engine
sales at AirCo 1 that did not occur in the prior fiscal year.

Revenues from the corporate and other segment in the nine months ended December 31, 2022 increased by $3.7 million (314.1%) compared to the nine months ended December 31, 2021. The increase was primarily attributable to the acquisitions mentioned in Note 2 of the Notes to Condensed Consolidated Financial Statements of this report.

Following is a table detailing operating income (loss) by segment during the nine months ended December 31, 2022 compared to the same nine months in the prior fiscal year (in thousands):



                                                    Nine Months Ended
                                                      December 31,            Change
                                                    2022          2021
           Overnight Air Cargo                  $    2,931      $ 2,063      $   868
           Ground Equipment Sales                    3,122        2,929          193
           Commercial Jet Engines and Parts          3,603        2,000        1,603
           Corporate and Other                      (8,509)      (6,268)      (2,241)
                                                $    1,147      $   724      $   423


Consolidated operating income for the nine months ended December 31, 2022 was
$1.1 million compared to an operating income of $0.7 million for the comparable
nine months of the prior year.

Operating income for the air cargo segment for the nine months ended December 31, 2022 increased by $0.9 million versus the prior year comparable period primarily due to the revenue increase noted above.



The ground equipment sales segment operating income increased by $0.2 million to
$3.1 million in the nine-month period ended December 31, 2022 versus the prior
year comparable period. This increase was primarily attributable to the revenue
increase noted above.

The commercial jet engines and parts segment generated an operating income of
$3.6 million in the current-year nine month period compared to an operating
income of $2.0 million in the prior-year nine-month period. The change was
primarily attributable to the increased component sales as well as engine sales
at AirCo 1 as explained in the segment revenue discussion above.
                                       30
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The corporate and other segment's operating loss increased by $2.2 million to
$8.5 million from the prior-year loss of $6.3 million primarily driven by higher
benefits cost and the timing of bonus payments compared to last year for the
nine months ended December 31, 2022.

Following is a table detailing non-operating income (loss) during the nine
months ended December 31, 2022 compared to the same nine months in the prior
fiscal year (in thousands):

                                                                     Nine Months Ended
                                                                       December 31,                    Change
                                                                  2022               2021
Interest expense                                              $   (6,021)         $ (3,341)         $  (2,680)
Income from equity method investments                              2,917               197              2,720

Gain on forgiveness of Paycheck Protection Program ("PPP") loan

                                                                   -             8,331             (8,331)
Other-than-temporary impairment loss on investments                    -              (348)               348
Other                                                               (608)            1,329          $  (1,937)
                                                              $   (3,712)         $  6,168          $  (9,880)


The Company had a net non-operating loss of $3.7 million for the nine months
ended December 31, 2022 compared to a net non-operating income of $6.2 million
in the prior-year nine-month period. The decrease was primarily attributable to
the $8.3 million gain recognized on the SBA's forgiveness of the Company's PPP
loan in the prior year period which did not occur in the current period. In the
current year, the Company incurred $2.7 million higher interest expense due to
having more outstanding TruPs shares and more indebtedness at Contrail. In
addition, the Company recorded a $0.4 million unrealized loss due to fair value
adjustments on our marketable investments in the current year compared to prior
year's $0.3 million unrealized gain. The decrease was partially offset by $2.7
million higher net income from equity method investments in the current year
compared to the prior year, primarily driven by $1.8 million share of net income
from Insignia. See   Note 9   of the Notes to Condensed Consolidated Financial
Statements of this report.

During the nine-month period ended December 31, 2022, the Company recorded
global income tax benefit of $0.5 million at an effective tax rate of 20.9%. The
Company records income taxes using an estimated annual effective tax rate for
interim reporting. The primary factors contributing to the difference between
the federal statutory rate of 21.0% and the Company's effective tax rate for the
nine-month period ended December 31, 2022 were the change in valuation allowance
related to Delphax and other capital losses, the estimated benefit for the
exclusion of income for SAIC under Section 831(b), the foreign rate
differentials between the federal and foreign tax rates for Air T's ownership of
foreign operations in Puerto Rico, the Netherlands, and Singapore, and the
exclusion from the tax provision of the minority owned portion of the pretax
income of Contrail.

During the nine-month period ended December 31, 2021, the Company recorded
$0.2 million in income tax benefit which resulted in an effective tax rate of
(3.6)%. The primary factors contributing to the difference between the federal
statutory rate of 21.0% and the Company's effective tax rate for the nine-month
period ended December 31, 2021 were the changes in valuation allowance related
to Delphax, the estimated benefit for the exclusion of income for SAIC under
Section 831(b), the exclusion from the tax provision of the minority owned
portion of the pretax income of Contrail, the exclusion from taxable income of
the PPP loan forgiveness income, as directed by the CARES Act enacted in 2020,
and any accrued interest forgiven as a part of that Act.

Critical Accounting Policies and Estimates



The Company's significant accounting policies are fully described in Note 1 to
the condensed consolidated financial statements and in the notes to the
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended March 31, 2022. The preparation of the Company's
condensed consolidated financial statements in conformity with accounting
principles generally accepted in the United States requires the use of estimates
and assumptions to determine certain assets, liabilities, revenues and expenses.
Management bases these estimates and assumptions upon the best information
available at the time of the estimates or assumptions. The Company's estimates
and assumptions could change materially as conditions within and beyond our
control change. Accordingly, actual results could differ materially from
estimates. There were no significant changes to the Company's critical
accounting policies and estimates during the three-months ended December 31,
2022.

Seasonality

The ground equipment sales segment business has historically been seasonal, with
the revenues and operating income typically being lower in the first and fourth
fiscal quarters as commercial deicers are typically delivered prior to the
winter season. Other segments have typically not experienced material seasonal
trends.

Supply Chain and Inflation
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The Company continues to monitor a wide range of health, safety, and regulatory
matters related to the COVID-19 pandemic including its impact on our business
operations. In particular, supply chain disruptions have impacted product
availability and costs across all markets including the aviation industry in
which our company operates. Additionally, the United States is experiencing
workforce shortages and increasing inflation which has created a competitive
wage environment. Thus far, the direct impact of these items on our businesses
has not been material. However, ongoing or future disruptions to consumer
demand, our supply chain, product pricing inflation, our ability to attract and
retain employees, or our ability to procure products and fulfill orders, could
negatively impact the Company's operations and financial results in a material
manner. We continue to look for proactive ways to mitigate potential impacts of
supply chain disruptions at our businesses.

Liquidity and Capital Resources



As of December 31, 2022, the Company held approximately $6.5 million in cash and
cash equivalents and restricted cash, $1.3 million of which related to
restricted cash collateralized held for three opportunity zone investments made
by the Company - Air T OZ 1, LLC, Air T OZ 2, LLC, and Air T OZ 3, LLC (the
"Opportunity Zone Funds"), each a Minnesota limited liability company and a
subsidiary of the Company. The Company also held $1.5 million in restricted
investments held as statutory reserve of SAIC. The Company has approximately
$0.6 million of marketable securities and an aggregate of approximately
$22.0 million in available funds under its lines of credit as of December 31,
2022.

As of December 31, 2022, the Company's working capital amounted to $63.2
million, a decrease of $34.2 million compared to March 31, 2022 primarily driven
by the increase in current portion of long-term debt as the revolving lines of
credit at Air T with MBT and Contrail with ONB become due within a year.

As mentioned in   Note 12   of Notes to condensed Consolidated Financial
Statements included under Part I, Item 1 of this report, on June 9, 2022, the
Company, Jet Yard and MBT entered into Amendment No. 1 to Third Amended and
Restated Credit Agreement ("Amendment") and a related Overline Note ("Overline
Note") in the original principal amount of $5.0 million. The Amendment and Note
memorialize an increase to the amount that may be drawn by the Company on the
MBT revolving credit agreement from $17.0 million to $22.0 million. As of
December 31, 2022, the unused commitment on the Overline Note and the MBT
revolver was $5.0 million and $8.2 million, respectively. The total amount of
borrowings under the facility as revised is now the Company's calculated
borrowing base or $22.0 million. The borrowing base calculation methodology
remains unchanged.

As mentioned in   Note 9   and   Note 12   of Notes to Condensed Consolidated
Financial Statements of this report, on September 30, 2022, the Company executed
a promissory note payable to CCI for $2.0 million that bears interest at 10.00%
per annum and matured on December 30, 2022. The note may be prepaid at any time
without penalty. The note is subordinate and junior to any and all indebtedness
of the Company to MBT. As of December 31, 2022, this note has been repaid.

As mentioned in   Note 15   of Notes to Condensed Consolidated Financial
Statements included under Part I, Item 1 of this Report on Form 10-Q, in 2016,
Contrail entered into an Operating Agreement with the Seller providing for the
put and call options with regard to the 21.0% non-controlling interest retained
by the Seller. The Seller is the founder of Contrail and its current Chief
Executive Officer. The Put/Call Option permits the Seller or the Company to
require Contrail Aviation to purchase all of the Seller's equity membership
interests in Contrail Aviation commencing on July 18, 2021. As of the date of
this filing, neither the Seller nor the Company has indicated an intent to
exercise the put and call options. If either side were to exercise the option,
the Company anticipates that the price would approximate the fair value of the
Contrail RNCI, as determined on the transaction date. The Company currently
expects that it would fund any required payment from cash provided by
operations.

As mentioned in   Note 15   of Notes to condensed Consolidated Financial
Statements included under Part I, Item 1 of this report, on May 5, 2021, the
Company formed an aircraft asset management business called CAM and an aircraft
capital joint venture called CJVII. The venture focuses on acquiring commercial
aircraft and jet engines for leasing, trading and disassembly. CJVII targets
investments in current generation narrow-body aircraft and engines, building on
Contrail Aviation's origination and asset management expertise. CAM serves two
separate and distinct functions: 1) to direct the sourcing, acquisition and
management of aircraft assets owned by CJVII, and 2) to directly invest into
CJVII alongside other institutional investment partners. CAM has an initial
commitment to CJVII of approximately $53.0 million, which is comprised of an
$8.0 million initial commitment from the Company and an approximately
$45.0 million initial commitment from MRC. As of December 31, 2022, CAM's
remaining capital commitments are approximately $0.7 million from the Company
and $16.0 million from MRC. CJVII was initially capitalized with up to $408.0
million of equity from the Company and three institutional investor partners,
consisting of $108.0 million in initial commitments and $300.0 million in upsize
capacity, contingent on underwriting and transaction appeal. As of the date of
this filing, certain institutional investors have gone into upsize capacity and
$113.3 million of capital has been deployed to CJVII. The timing of the
remaining capital commitment is not yet known at this time.

The Contrail Credit Agreement contains affirmative and negative covenants,
including covenants that restrict the ability of Contrail and its subsidiaries
to, among other things, incur or guarantee indebtedness, incur liens, dispose of
assets, engage in mergers and consolidations, make acquisitions or other
investments, make changes in the nature of its business, and engage in
transactions with
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affiliates. The Contrail Credit Agreement also contains quarterly financial
covenants applicable to Contrail and its subsidiaries, including a minimum debt
service coverage ratio of 1.25 to 1.0 and a minimum tangible net worth of $12.0
million. The Company is in compliance with such financial covenants as of
December 31, 2022. However, management is forecasting that the Company will be
in violation of the debt service coverage ratio during the twelve month period
subsequent to the date of this filing, primarily because the first principal
payment of its Term Note G becomes due in November 2023. Non-compliance with a
debt covenant that is not subsequently cured gives ONB the right to accelerate
the maturity of the Contrail Credit Agreement and declare the entire amount of
Contrail's outstanding debt at the time of non-compliance immediately due and
payable and exercise its remedies with respect to the collateral that secures
the debt. Should ONB accelerate the maturity of the Contrail Credit Agreement,
the Company would not have sufficient cash on hand or available liquidity to
repay the outstanding debt in the event of default.

In response to these conditions, Contrail management is currently in discussion
with ONB to obtain a waiver to its financial covenants, to seek to revise the
financing documents and/or to secure alternative financing to avoid an event of
non-compliance. However, these plans have not been finalized and there is no
assurance that management will be able to execute these plans.

The obligations of Contrail under the Contrail Credit Agreement are also
guaranteed by the Company, up to a maximum of $1.6 million, plus costs of
collection. The Company is not liable for any other assets or liabilities of
Contrail and there are no cross-default provisions with respect to Contrail's
debt in any of the Company's debt agreements with other lenders. If Contrail
were to cease operations, management believes the Company, along with the rest
of its businesses, will continue to operate, given the maximum guarantee of
Contrail's obligations of $1.6 million, plus costs of collection.

The revolving lines of credit at Air T with MBT and Contrail with ONB have a due
date or expire within the next twelve months. We are currently seeking to
refinance these obligations prior to their respective maturity dates; however,
there is no assurance that we will be able to execute this refinancing or, if we
are able to refinance these obligations, that the terms of such refinancing
would be as favorable as the terms of our existing credit facility.

As a result, management believes it is probable that the cash on hand and
current financings, net cash provided by operations from its remaining operating
segments, together with amounts available under our current revolving lines of
credit, as amended, will be sufficient to meet its obligations as they become
due in the ordinary course of business for at least 12 months following the date
these financial statements are issued. Management has concluded that the plans
are probable of being achieved to alleviate substantial doubt about the
Company's ability to continue as a going concern.

Cash Flows

Following is a table of changes in cash flow for the nine months ended December 31, 2022 and 2021 (in thousands):



                                                                     Nine 

Months Ended December 31,


                                                                        2022                  2021
Net Cash Used in Operating Activities                            $        (3,815)         $  (19,690)
Net Cash Used in Investing Activities                                     (3,090)            (19,546)
Net Cash Provided by Financing Activities                                  4,866              29,079

Effect of foreign currency exchange rates on cash and cash equivalents

                                                                  181                  69

Net Decrease in Cash and Cash Equivalents and Restricted Cash $ (1,858) $ (10,088)




Net cash used in operating activities was $3.8 million for the nine-month period
ended December 31, 2022 compared to net cash used in operating activities of
$19.7 million in the prior year nine-month period, resulting in an overall
decrease of $15.9 million period over period. The change in net cash used in
operating activities was primarily driven by a net increase in cash provided by
receivables of $9.3 million due to increased sales in the current period,
receipt of ERC payments of $2.4 million, and higher payables and accrued
expenses of $5.0 million, mostly attributable to timing of payroll and an
increase in customer deposits received. In the current period, there was an
additional purchase accounting adjustment related to the acquisition of GdW that
increased our deferred tax liabilities by $2.4 million. See   Note 2   of the
Notes to Condensed Consolidated Financial Statements of this report. Those
changes are offset by a $3.8 million net increase in cash used to purchase
inventories at Contrail and AirCo in the current year.

Net cash used in investing activities for the nine-month period ended
December 31, 2022 was $3.1 million compared to net cash used in investing
activities of $19.5 million in the prior-year period. The decrease in cash usage
in investing activities was primarily driven by fewer investments in
unconsolidated entities and no acquisition of assets in the current year, as
compared to $13.4 million in the prior year.
                                       33
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Net cash provided by financing activities for the nine-month period ended
December 31, 2022 was $4.9 million compared to net cash provided by financing
activities of $29.1 million in the prior-year period. The decrease was primarily
driven by reduced proceeds from and increased payments to outstanding term notes
in the current year, as well as issuance of TruPs in the prior year that did not
recur in the current year. This decrease was partially offset by an increase in
proceeds from lines of credit in the current year.


Non-GAAP Financial Measures



The Company uses adjusted earnings before taxes, interest, and depreciation and
amortization ("Adjusted EBITDA"), a non-GAAP financial measure as defined by the
SEC, to evaluate the Company's financial performance. This performance measure
is not defined by accounting principles generally accepted in the United States
and should be considered in addition to, and not in lieu of, GAAP financial
measures.

Adjusted EBITDA is defined as earnings before taxes, interest, and depreciation
and amortization, adjusted for specified items. The Company calculates Adjusted
EBITDA by removing the impact of specific items and adding back the amounts of
interest expense and depreciation and amortization to earnings before income
taxes. When calculating Adjusted EBITDA, the Company does not add back
depreciation expense for aircraft engines that are on lease, as the Company
believes this expense matches with the corresponding revenue earned on engine
leases. Depreciation expense for leased engines totaled $0.5 million and $70.4
thousand for the three months ended December 31, 2022 and 2021, respectively.

Management believes that Adjusted EBITDA is a useful measure of the Company's
performance because it provides investors additional information about the
Company's operations allowing better evaluation of underlying business
performance and better period-to-period comparability. Adjusted EBITDA is not
intended to replace or be an alternative to operating income (loss), the most
directly comparable amounts reported under GAAP.

The tables below provide a reconciliation of operating income (loss) to Adjusted
EBITDA for the three and nine months ended December 31, 2022 and 2021 (in
thousands):

                                                      Three months ended                           Nine months ended
                                                12/31/2022             12/31/2021           12/31/2022           12/31/2021
Operating income                            $       135               $       25          $     1,147          $       724
Depreciation and amortization (excluding
leased engines depreciation)                        560                      372                1,810                  956
Asset impairment, restructuring or
impairment charges                                  638                        -                2,174                    -
(Gain) Loss on disposition of assets                  -                        -                   (2)                   3
Securities expenses                                   4                      150                   38                  215
Adjusted EBITDA                             $     1,337               $      547          $     5,167          $     1,898



The asset impairment, restructuring or impairment charges for the three months
ended December 31, 2022 was a write-down of $0.6 million on the commercial jet
engines and parts segment's inventory.

The table below provides Adjusted EBITDA by segment for the three and nine months ended December 31, 2022 and 2021 (in thousands):



                                               Three months ended                           Nine months ended
                                        12/31/2022              12/31/2021           12/31/2022           12/31/2021
Overnight Air Cargo                 $     1,031               $       488          $     3,331          $     2,106
Ground Equipment Sales                    1,128                     1,544                3,252                3,074
Commercial Jet Engines and Parts          1,555                       500                5,802                2,524
Corporate and Other                      (2,377)                   (1,985)              (7,218)              (5,806)
Adjusted EBITDA                     $     1,337               $       547          $     5,167          $     1,898

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